Item 1.01 Entry into a Material Definitive Agreement.

On December 14, 2021, Leslie's, Inc. (the "Company") entered into a share repurchase agreement with Bubbles Investor Aggregator, L.P. and Explorer Investment Pte. Ltd. (together, the "Selling Stockholders"), each a greater than 5% beneficial owner of the Company's common stock, par value $0.001 per share (the "Common Stock"), providing for the repurchase by the Company from the Selling Stockholders, conditioned on the closing of the Offering (as defined below), of an aggregate of 7,500,000 shares of Common Stock held by the Selling Stockholders. The price per share of repurchased Common Stock paid by the Company was $20.25, which represents the per share price at which shares of Common Stock were sold to the public in the Offering less the underwriting discount. This repurchase transaction closed on December 16, 2021. The Company intends to retire the repurchased shares of Common Stock.

The foregoing description of the share repurchase agreement is not complete and is qualified in its entirety by reference to the complete text of the share repurchase agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 8.01 Other Events.

On December 14, 2021, the Company entered into an underwriting agreement (the "Underwriting Agreement") with the Selling Stockholders, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (together, the "Underwriters") pursuant to which the Selling Stockholders agreed to sell to the Underwriters an aggregate of 12,500,000 shares of Common Stock at a price per share of $20.25 (the "Offering"). The Selling Stockholders also granted the Underwriters a 30-day option to purchase up to an aggregate of 1,875,000 additional shares of Common Stock (the "Additional Shares") owned by the Selling Stockholders. The Offering, including the sale of the Additional Shares, closed on December 16, 2021.

The Offering was made pursuant to a preliminary prospectus supplement and final prospectus supplement related to the Company's automatic shelf registration statement on Form S-3 (File No. 333-261060) (the "Registration Statement"), which became effective upon filing with the Securities and Exchange Commission (the "SEC") on November 15, 2021, each of which has been filed with the SEC.

The Selling Stockholders received all net proceeds from the sale of Common Stock pursuant to the Underwriting Agreement. The Company did not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning, among other things, its business and its Registration Statement on Form S-3 and the preliminary prospectus supplement and final prospectus supplement related to the Offering. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.                                     Description

 1.1           Underwriting Agreement dated December 14, 2021 among Leslie's, Inc.,
             the selling stockholders party thereto and Goldman Sachs & Co. LLC and
             Morgan Stanley & Co. LLC as underwriters.

10.1           Share Repurchase Agreement dated December 14, 2021 among Leslie's,
             Inc. and the selling stockholders party thereto.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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